GUARANTEE AGREEMENT

Exhibit 4.19

GUARANTEE AGREEMENT

Between

FIRST FINANCIAL BANCORP.
as Guarantor,

WILMINGTON TRUST COMPANY
as Guarantee Trustee,

Dated as of                                         

     Certain Sections of this Guarantee Agreement relating to Sections 310 through 318 of the Trust Indenture Act of 1939:

Note: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Guarantee Agreement.

TABLE OF CONTENTS

TABLE OF CONTENTS
(continued)

GUARANTEE AGREEMENT

     THIS GUARANTEE AGREEMENT, dated as of                      , is executed and delivered by FIRST FINANCIAL BANCORP., an Ohio corporation (the “ Guarantor ”), having its principal office at 4000 Smith Road, Cincinnati, Ohio 45209, and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee (the “ Guarantee Trustee ”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Capital Securities (as defined herein) of FFBC Capital Trust [ ], a Delaware statutory trust (the “ Issuer Trust ”).

RECITALS

     WHEREAS, pursuant to an Amended and Restated Trust Agreement (the “ Trust Agreement ”), dated of even date herewith, among the Guarantor, as Depositor, Wilmington Trust Company, as Property Trustee (the “ Property Trustee ”), Wilmington Trust Company, as Delaware Trustee (the “ Delaware Trustee ,” and together with the Property Trustee, collectively, the “ Issuer Trustees ”), the Administrative Trustees named therein and the Holders from time to time of undivided beneficial interests in the assets of the Issuer Trust, the Issuer Trust is issuing up to $                      aggregate Liquidation Amount (as defined herein) of its Preferred Capital Securities (the “ Preferred Capital Securities ”), representing preferred undivided beneficial interests in the assets of the Issuer Trust and having the terms set forth in the Trust Agreement and $                      aggregate Liquidation Amount (as defined herein) of its                      % Common Securities (the “Common Securities” and together with the Preferred Capital Securities, the “Trust Securities”);

     WHEREAS, the Preferred Capital Securities will be issued by the Issuer Trust and the proceeds thereof, together with the proceeds from the issuance of the Issuer Trust’s Common Securities (the “ Common Securities ”), representing common undivided beneficial interests in the assets of the Issuer Trust, to the Guarantor, will be used to purchase the Junior Subordinated Debentures due                      (the “ Junior Subordinated Debentures ”) of the Guarantor, which will be deposited with Wilmington Trust Company, as Property Trustee under the Trust Agreement, as trust assets; and

     WHEREAS, as an inducement to the Holders to purchase Trust Securities, the Guarantor is willing to irrevocably and unconditionally agree, to the extent set forth herein, to pay to the Holders of the Trust Securities the Guarantee Payments (as defined herein) and to make certain other payments on the terms and conditions set forth herein.

     NOW, THEREFORE, in consideration of the purchase of the Trust Securities by each Holder, which purchase the Guarantor hereby acknowledges shall benefit the Guarantor, the Guarantor executes and delivers this Guarantee Agreement for the benefit of the Holders from time to time.

ARTICLE I
DEFINITIONS

      Section 1.1 Definitions .

     As used in this Guarantee Agreement, the terms set forth below shall have the following meanings. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Trust Agreement.

     “ Affiliate ” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting

securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

     “ Board of Directors ” means the board of directors of the Guarantor or any committee of that board duly authorized to act for the Guarantor hereunder.

     “ Common Securities ” has the meaning specified in the recitals to this Guarantee Agreement.

     “ Event of Default ” means (i) a default by the Guarantor in any of its payment obligations under this Guarantee Agreement, or (ii) a default by the Guarantor in any other obligation hereunder that remains unremedied for 60 days.

     “ Guarantee Agreement ” means this Guarantee Agreement, as modified, amended or supplemented from time to time.

     “ Guarantee Payments ” means the following payments or distributions, without duplication, with respect to the Trust Securities, to the extent not paid or made by or on behalf of the Issuer Trust: (i) any accumulated and unpaid Distributions (as defined in the Trust Agreement) required to be paid on the Trust Securities, to the extent the Issuer Trust shall have funds on hand available therefor at such time, (ii) the Redemption Price, with respect to any Trust Securities called for redemption by the Issuer Trust to the extent that the Issuer Trust shall have funds on hand available therefor at such time, and (iii) upon a voluntary or involuntary dissolution, termination, winding-up or liquidation of the Issuer Trust, unless the Junior Subordinated Debentures are distributed to the Holders, the lesser of (a) the aggregate of the Liquidation Amount of all outstanding Trust Securities and all accumulated and unpaid Distributions to the date of payment to the extent the Issuer Trust shall have funds on hand available to make such payment at such time and (b) the amount of assets of the Issuer Trust remaining available for distribution to Holders on liquidation of the Issuer Trust (in either case, the “ Liquidation Distribution ”).

     “ Guarantee Trustee ” means Wilmington Trust Company, until a Successor Guarantee Trustee has been appointed and has accepted such appointment pursuant to the terms of this Guarantee Agreement and thereafter means each such Successor Guarantee Trustee.

     “ Guarantor ” has the meaning specified in the first paragraph of this Guarantee Agreement.

     “ Holder ” means any holder, as registered on the books and records of the Issuer Trust, of any Trust Securities; provided, however, that, in determining whether the holders of the requisite percentage of Trust Securities have given any request, notice, consent or waiver hereunder, “Holder” shall not include the Guarantor, the Guarantee Trustee, or any Affiliate of the Guarantor or the Guarantee Trustee.

     “ Indenture ” means the Junior Subordinated Indenture, dated as of ___, 20___, between the Guarantor and Wilmington Trust Company, as trustee, as it may be modified, amended or supplemented from time to time to provide for the Junior Subordinated Debentures.

     “ Issuer Trust ” has the meaning specified in the first paragraph of this Guarantee Agreement.

     “ Like Amount ” means (a) with respect to a redemption of Trust Securities, Trust Securities having a Liquidation Amount equal to that portion of the principal amount of Junior Subordinated Debentures to be contemporaneously redeemed in accordance with the Indenture, allocated to the Common Securities and to the Preferred Capital Securities based upon the relative Liquidation Amounts of such classes and (b) with respect to a distribution of Junior Subordinated Debentures to Holders of Trust Securities in connection with a dissolution or liquidation of the Issuer Trust, Junior Subordinated Debentures having a principal amount equal to the Liquidation Amount of the Trust Securities of the Holder to whom such Junior Subordinated Debentures are distributed.

     “ Liquidation Amount ” means the stated amount of $[___] per Preferred Capital Security and $[___] per Common Security.

     “ Majority in Liquidation Amount of the Trust Securities ” means, except as provided by the Trust Indenture Act, Trust Securities representing more than 50% of the aggregate Liquidation Amount of all Trust Securities then Outstanding.

     “ Officers’ Certificate ” means, with respect to any Person, a certificate signed by the Chairman or a Vice Chairman of the Board of Directors of such Person or the President or a Vice President of such Person, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of such Person. Any Officers’ Certificate delivered with respect to compliance with a condition or covenant provided for in this Guarantee Agreement shall include:

          (a) a statement by each officer signing the Officers’ Certificate that such officer has read the covenant or condition and the definitions relating thereto;

          (b) a brief statement of the nature and scope of the examination or investigation undertaken by such officer in rendering the Officers’ Certificate;

          (c) a statement that such officer has made such examination or investigation as, in such officer’s opinion, is necessary to enable such officer to express an informed opinion as to whether or not such covenant or condition has been complied with; and

          (d) a statement as to whether, in the opinion of such officer, such condition or covenant has been complied with.

     “ Outstanding ” has the meaning specified in the Trust Agreement.

     “ Person ” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint stock company, company, limited liability company, trust, statutory or business trust, unincorporated association, or government or any agency or political subdivision thereof, or any other entity of whatever nature.

     “ Preferred Capital Securities ” has the meaning specified in the recitals to this Guarantee Agreement.

     “ Redemption Date ” means, with respect to any Preferred Capital Security to be redeemed, the date fixed for such redemption by or pursuant to the Trust Agreement; provided that each Debenture Redemption Date and the stated maturity of the Junior Subordinated Debentures shall be a Redemption Date for a Like Amount of Preferred Capital Securities, including, but not limited to any date of redemption pursuant to the occurrence of any Special Event.

     “ Redemption Price ” has the meaning specified in the Trust Agreement.

     “ Responsible Officer ” means, when used with respect to the Guarantee Trustee, any officer assigned to the Corporate Trust Office, including any managing director, vice president, principal, assistant vice president, assistant treasurer, assistant secretary or any other officer of the Guarantee Trustee customarily performing functions similar to those performed by any of the above designated officers and having direct responsibility for the administration of this Guarantee Agreement, and also means, with respect to a particular matter, any other officer of the Guarantee Trustee to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

     “ Senior Indebtedness ” has the meaning specified in the Indenture.

     “ Successor Guarantee Trustee ” means a successor Guarantee Trustee possessing the qualifications to act as Guarantee Trustee under Article IV hereof.

     “ Trust Agreement ” means the Amended and Restated Trust Agreement of the Issuer Trust referred to in the recitals to this Guarantee Agreement, as modified, amended or supplemented from time to time..

     “ Trust Indenture Act ” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb), as amended.

     “ Trust Securities ” has the meaning specified in the recitals to this Guarantee Agreement.

ARTICLE II
TRUST INDENTURE ACT

      Section 2.1 Trust Indenture Act; Application .

     If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Guarantee Agreement, the provision of the Trust Indenture Act shall control. If any provision of this Guarantee Agreement modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Guarantee Agreement as so modified or excluded, as the case may be.

      Section 2.2 List of Holders .

          (a) The Guarantor will furnish or cause to be furnished to the Guarantee Trustee a list of Holders at the following times:

               (i) [quarterly], not more than 15 days after the last day of [February, May, August and November], in each year, a list, in such form as the Guarantee Trustee may reasonably require, of the names and addresses of the Holders as of the last day of [February, May, August and November], as applicable; and

               (ii) at such other times as the Guarantee Trustee may request in writing, within 30 days after the receipt by the Guarantor of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished.

          (b) The Guarantee Trustee shall comply with the requirements of Sections 311(a), 311(b) and 312(b) of the Trust Indenture Act.

      Section 2.3 Reports by the Guarantee Trustee .

     Not later than [                      ] of each year, commencing [                      , ___], the Guarantee Trustee shall provide to the Holders such reports, if any, as are required by Section 313 of the Trust Indenture Act in the form and in the manner provided by Section 313 of the Trust Indenture Act. If this Guarantee Agreement shall have been qualified under the Trust Indenture Act, the Guarantee Trustee shall also comply with the requirements of Section 313(d) of the Trust Indenture Act.

      Section 2.4 Periodic Reports to the Guarantee Trustee .

     The Guarantor shall provide to the Guarantee Trustee and the Holders such documents, reports and information, if any, as required by Section 314 of the Trust Indenture Act and the compliance certificate required by Section 314 of the Trust Indenture Act, in the form, in the manner and at the times required by Section 314 of the Trust Indenture Act, provided that such documents, reports and information shall be

required to be provided to the Securities and Exchange Commission only if this Guarantee Agreement shall have been qualified under the Trust Indenture Act.

      Section 2.5 Evidence of Compliance with Conditions Precedent .

     The Guarantor shall provide to the Guarantee Trustee such evidence of compliance with such conditions precedent, if any, provided for in this Guarantee Agreement that relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer of the Guarantor pursuant to Section 314(c)(1) may be given in the form of an Officers’ Certificate.

      Section 2.6 Events of Default; Waiver .

     The Holders of at least a Majority in Liquidation Amount of the Trust Securities may, by vote, on behalf of the Holders of all the Trust Securities, waive any past default or Event of Default and its consequences. Upon such waiver, any such default or Event of Default shall cease to exist, and any default or Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Guarantee Agreement, but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

      Section 2.7 Event of Default; Notice .

          (a) The Guarantee Trustee shall, within 90 days after the occurrence of an Event of Default, transmit by mail, first class postage prepaid, to the Holders, notice of any such Event of Default known to the Guarantee Trustee, unless such Event of Default has been cured or waived before the giving of such notice; provided that, except in the case of a default in the payment of a Guarantee Payment, the Guarantee Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Guarantee Trustee in good faith determines that the withholding of such notice is in the interests of the Holders.

          (b) The Guarantee Trustee shall not be deemed to have knowledge of any Event of Default unless a Responsible Officer charged with the administration of this Guarantee Agreement shall have received written notice of such Event of Default.

      Section 2.8 Conflicting Interests .

     The Trust Agreement and the Indenture shall be deemed to be specifically described in this Guarantee Agreement for the purposes of clause (i) of the first proviso contained in Section 310(b) of the Trust Indenture Act.

ARTICLE III
POWERS, DUTI